Excess Cash Balances. If at any time while there are any Borrowings outstanding, the Borrower and its Consolidated Subsidiaries have any cash or cash equivalents (other than cash in Cash Collateral Accounts) in excess of $10,000,000 in the aggregate at any time (other than any cash set aside to pay dividends or distributions to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety (90) days) (the "Excess Cash"), then the Borrower shall prepay the Borrowings in an amount equal to the Excess Cash within three (3) Business Days after such Excess Cash exists; provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property, then the Borrower shall not be required to prepay such Excess Cash until the fifth Business Day following the receipt of such proceeds. Each prepayment of Borrowings pursuant to this Section 3.03(c)(iv) shall be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.03(c)(iv) shall be applied ratably to the Loans included in the prepaid Borrowings.”
Excess Cash Balances. If on the last Business Day of any week while there are any Borrowings outstanding, the Borrower or any other Credit Party have any cash or cash equivalents in excess of $50,000,000 in the aggregate (other than, without duplication, (i) cash collateral with respect to Letters of Credit, (ii) any cash set aside and to be used to pay royalty or other production revenue obligations of the Credit Parties for amounts which have accrued to unaffiliated third parties, (iii) any cash set aside to and to be used to pay in the ordinary course of business amounts (other than royalty or other production revenue obligations) of the Credit Parties then due and owing to unaffiliated third parties and for which the Credit Parties have issued checks or have initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within five (5) Business Days) in order to make such payments, (iv) any cash set aside and used solely for payroll or employee benefits or for the payment of taxes of the Credit Parties, (v) any cash of the Credit Parties constituting purchase price deposits set aside and held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits, (vi) any cash set aside to pay the purchase price for any acquisition of any Property permitted hereunder by the Borrower or any direct or indirect Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party, to be used within five (5) Business Days after such time so long as (A) such cash is held in a deposit account subject to a Control Agreement in favor of the Administrative Agent and (B) the Borrower has provided written notice of the intended use of such funds to the Administrative Agent and (vii) Excluded Senior Notes Proceeds) (such excess amount, the “Excess Cash”), then the Borrower shall prepay the Borrowings on the next Business Day in an amount equal to the lesser of (A) the amount of the Excess Cash and (B) the amount of Borrowings then outstanding; provided that to the extent that any Excess Cash results from the receipt of the proceeds of any sale or disposition of Property less than five (5) Business Days prior to such date, then the Borrower shall not be required to prepay such Excess Cash until the fifth (5th) Business Day following the receipt of such procee...
Excess Cash Balances. If at any time while Loans are outstanding the Credit Parties have any cash equivalents (other than Excluded Cash) in excess of $35,000,000 in the aggregate at any time for a period of three Business Days (the “Excess Cash”), the Borrower shall, on the following Business Day (i) prepay the Borrowings in an aggregate principal amount equal to such excess and (ii) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(e) shall be accompanied by accrued interest to the extent required by Section 3.02.
Excess Cash Balances. The Borrower may not borrow any Loans to the extent that (a) the Borrower and the Loan Parties have any Excess Cash at such time, or (b) any such Loan would trigger a mandatory prepayment pursuant to Section 5.7 [Mandatory Prepayments] of this Agreement.”
Excess Cash Balances. If at the close of business on any day the Borrower and its Subsidiaries have any Excess Cash, then, within three (3) Banking Days, the Borrower shall repay or cause to be repaid Loans under the Credit Facilities in an amount equal to the lesser of (i) the amount of such Excess Cash on the date of such repayment; and (ii) the Outstanding Principal under the Credit Facilities (excluding therefrom, (A) any SOFR Loans or CDOR Rate Loans which are not prepayable without payment of breakage costs or cash collateralization until their respective maturity dates or expiry of Interest Periods, as the case may be, and (B) for the avoidance of doubt, Letters of Credit, other than Letters of Credit that have been drawn and not reimbursed in accordance with Section 6.5) outstanding on the date of such repayment; for certainty, if, on any Conversion Date or Rollover Date of SOFR Loans or CDOR Rate Loans, there is any Excess Cash, the Borrower shall be required to make the aforementioned repayment without regard to the parenthetical exclusion.
Excess Cash Balances. Section 8.2.15 of the Credit Agreement shall be amended and restated in its entirety as follows:
Excess Cash Balances. If on any Business Day the Borrower and the other Loan Parties have any Excess Cash greater than $100,000 on such date (other than the proceeds of a Borrowing that will be used within two Business Days of such Borrowing for the purposes set forth on an exhibit to the applicable Borrowing Request (as certified by the Borrower in such Borrowing Request)), then the Borrower shall prepay the Borrowings on such Business Day in an amount equal to the amount of Excess Cash. Each prepayment of Borrowings pursuant to this Section 3.04(e) shall be applied ratably to the Loans included in the prepaid Borrowings and shall be accompanied by accrued interest to the extent required by Section 3.02 and, if any Excess Cash remains after the Borrowings are fully prepaid, the Borrower shall transfer to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (A) such remaining Excess Cash and (B) the amount of the LC Exposure to be held as cash collateral as provided in Section 2.08(j).
Excess Cash Balances. The Borrower shall not, and shall not permit any Subsidiary thereof to, accumulate, hold or otherwise retain Excess Cash. Without limiting the generality of the foregoing, if on any day the Borrower has Excess Cash, then, within three (3) Banking Days, the Borrower shall repay or cause to be repaid Loans under the Operating Facility and the Syndicated Facility in an amount equal to the lesser of (i) the amount of such Excess Cash on the date of such repayment; and (ii) the Outstanding Principal under such Credit Facilities (excluding therefrom (A) any Bankers Acceptance, BA Equivalent Advance or LIBOR Loans which are not pre-payable without payment of breakage costs or cash collateralization until their respective maturity dates or expiry of LIBOR Periods, as the case may be, and (B) Letters of Credit, other than Letters of Credit that have been drawn and not reimbursed in accordance with Section 5.1(e)) outstanding on the date of such repayment. For certainty, the Lenders shall be entitled to refuse to make any requested Advance which the Lenders, acting reasonably, determine would result in the Borrower having Excess Cash.
Excess Cash Balances. If on any day the Borrower and its Subsidiaries have Excess Cash, then, within three (3) Banking Days, the Borrower shall repay or cause to be repaid Accommodations under the Credit Facilities in an amount equal to the lesser of (i) the amount of such Excess Cash on the date of such repayment; and (ii) the Aggregate Principal Amount under the Credit Facilities outstanding on the date of such repayment; provided that CDOR Rate Loans and LIBOR Based Loans are only required to be repaid on their respective Maturity Dates and no Letter of Credit is required to be cash collateralized pursuant to this Section 13.1(r).
Excess Cash Balances. The Borrower shall prepay Loans at such times and in such amounts as shall be necessary in order to comply with Section 10.10.
